Date:    09/25/2000  9:56 AM

Subject: File No. S7-13-00

Thigpen, Jones, Seaton & Co., P.C.
Certified Public Accountants
Business Consultants
1004 Hillcrest Parkway 
P.O. Box 400 
Dublin, Georgia 31040-0400 
    
     
     
Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549-0609
     
RE: S7-13-00
     
Dear Mr. Katz:
     
            Our firm is a member of the SECPS of the AICPA.  I have been in
public practice of accounting since 1990.  Our firm employs approximately 
twenty-five persons with ten CPAs working fifty percent of the firm capacity 
in the client audit service area.  I have been a member of PCPS and/or SECPS 
since approximately 1988.  We have participated in the peer review program 
from its inception and have always received a clean opinion without letters 
of comment that is the highest report available.  I believe these areas of 
involvement in the development of the profession support my ability to speak 
on behalf of my profession as a certified public accountant.  Our firm has 
five SEC clients with approximately 2,000 hours devoted to these clients out 
of approximately 30,000 hours of client service.
     
            I am a supporter of this profession and the strength and
integrity of the members of the profession.  I know we need regulation to 
provide guidance where no guidance is provided, but this is regulation 
appears to be directed to members of the profession who use the audit 
function as a lead into more profitable management service contracts.
     
            The SEC rules proposed to control auditor's financial interest
in their clients and audit firm's provision of non-audit services are two 
different issues and are too complex to be addressed by the SEC and the 
profession in your limited comment period to end September 25, 2000.  The 
time period for exposure and comment is too short to properly address these 
complex issues.
     
            The rules you propose may be developed to address multi-million
dollar corporations and their auditors, however, the trickle down effect of 
these rules to other regulatory bodies as they are adopted formally or 
informally through association will have a devastating effect on my firm and 
the twenty five people who now work here.  We do not need new rules.  We need 
the profession and public to place into action and use the rules of the 
profession already in effect.  The current independence rules of the 
profession are adequate.
     
            The time may be ready for the profession to adopt new standards
for large and small business.  The economy has expanded to the extent that 
we may need separate generally accepted accounting rules "Big Generally 
Accepted Accounting Principles (GAAP)" for those firms with assets over 
$1,000,000,000 and "Little GAAP" for those firms with assets below 
$1,000,000,000.  With a system of specific identification the public and 
members will know where to obtain specific guidance as they relate to each 
situation with less need for members to be self serving.
     
I practice in a community of approximately 40,000 people and I can tell you 
that we do not have a problem in ownership of clients stock or lack of 
independence through other service areas of practice with the size clients 
that I serve.  All of the facts on these side engagements are clear and 
present to allow the profession to act in accordance with the current 
professional rules of conduct on clients of this size.  Should you adopt 
rules that affect the entire profession it will affect the way we do 
business and impact the ability to survive in our market.
     
The services of a small CPA firm are required to be diverse to allow us to 
serve client needs and to employ professional persons who want to practice 
this profession in a small diverse market.  Sometimes the auditor is the 
person who knows more about the client's system, system needs and system 
deficiencies than anyone in the client's service network.  The services 
available from a CPA firm such as:  the services of design and 
implementation of financial information systems, agreed upon procedures, 
valuation services, management consulting, contracted services for special 
projects, human resources, financial planning, investment and internal audit 
are areas of services which we must have available in our tool box for 
services to our audit and non-audit clients to survive in this profession as 
a valid business unit.
     
I hope the profession is not removing needed service from small clients. 
Small clients cannot afford the cost associated with specialization at the 
level of practice that will be necessitated by adoption of new rules.  The 
adoption of new rules will ultimately affect my audit clients through 
association with the SEC rules.
     
I will appreciate you making this response a part of the official response 
period.
     
     
Yours truly,
     
     
Tracy G. Smith, CPA